Financials · IT Services · Nasdaq
JKHYJack Henry & Associates
Deals with insiders in the proxy filed 2026-10-02
Deals between JKHY and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-10-02.
Related Party Transaction Policy“Interested directors must recuse themselves from discussion and voting on transactions in which they have an interest. Ongoing related party transactions are reviewed at least annually to affirm their continuing appropriateness To streamline administration, the policy authorizes the Chair of the Audit Committee to pre-approve transactions where the aggregate amount involved is expected to be less than $200,000, subject to reporting to the full Audit Committee at its next meeting. The policy also establishes standing pre-approvals for certain routine transactions that do not present material conflict risks, such as executive and director compensation, transactions where all stockholders receive proportional benefits, and routine ordinary-course commercial or banking services within established policy limits.”
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Related Party Transactions“Only transactions meeting SEC disclosure criteria under Item 404(a) (exceeding $120,000) are listed below. In accordance with Item 404(a) of Regulation S-K, the Audit Committee reviewed and approved the following transactions occurring during fiscal 2026:”
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Related Party Transactions“First Technology Federal Credit Union (Shruti S. Miyashiro): Director Shruti S. Miyashiro is the President and Chief Executive Officer of First Technology Federal Credit Union ("FTFC"), and previously served as President and Chief Executive Officer of Digital Federal Credit Union (“DFCU”) prior to its merger with FTFC in January of 2026. FTFC and legacy DFCU have long used the Company's complementary solutions, relationships established prior to Ms. Miyashiro tenure as CEO and prior to the Company’s acquisition of Payrailz, LLC. During fiscal 2026, aggregate cash receipts from FTFC were approximately $2.5 million, (consisting of $2.1 million from Payrailz complementary solutions historically provided to DFCU and approximately $350,000 from FTFC's use of other complementary solutions).”
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Related Party Transactions“Merchant’s PACT (Thomas A. Wimsett): Director Thomas A. Wimsett is Chairman, Managing Partner, and majority owner of Merchant’s PACT. Under a referral partner agreement, the Company refers financial institution customers to Merchant’s PACT for card consulting and merchant processing negotiations, receiving referral payments from Merchant’s PACT. During fiscal 2026, Merchant’s PACT paid the Company approximately $142,000 in referral fees.”
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No longer reported 8 paragraphs of the proxy filed 2025-10-02 with nothing like them this year
Related Party Transactions“Director Shruti S. Miyashiro is the President and Chief Executive Officer of Digital Federal Credit Union (“DFCU”). At the time of her appointment as the President and CEO of DFCU, DFCU was not a customer of the Company. On August 31, 2022, the Company completed its acquisition of Payrailz, LLC (“Payrailz”). DFCU was a customer of Payrailz at the time of the acquisition and became a customer of the Company. During the year ended June 30, 2025, cash receipts from DFCU were approximately $2.1 million for Payrailz complementary solutions. The Audit Committee has reviewed the transactions with DCFU and has concluded that they were on terms no less favorable to the Company than arrangements with other unaffiliated customers.”
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Related Party Transactions“Director Wesley A. Brown is a director of FirstBank Holding of Lakewood, Colorado, which is a customer of the Company. Total fiscal 2025 cash receipts from this customer were approximately $23,000, primarily for online financial management. The Audit Committee has reviewed the transactions with the bank and has concluded that they were on terms no less favorable to the Company than arrangements with other unaffiliated customers.”
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Related Party Transactions“Director Thomas A. Wimsett is Chairman, Managing Partner, and majority owner of Merchant’s PACT, formerly known as Wimsett & Co. On July 1, 2016, a “Referral Partner Agreement” was entered into between Merchant’s PACT and the Company under which the Company may refer certain customers to Merchant’s PACT for credit and debit card consulting services with a portion of the consulting fees paid to the Company for the referrals. On July 15, 2019, Merchant’s PACT and the Company entered into an “Amended and Restated Referral Partner Agreement” which expanded the scope of the services and responsibilities of Merchant’s PACT stated in the 2016 Referral Partner Agreement. In addition to the credit and debit card consulting services, Merchant’s PACT may also engage and negotiate with certain merchant processing companies on revenue share, pricing, and terms on behalf of financial institution customers and their merchants. Under the terms of the amended agreement, all payments are made from Merchant’s PACT to the Company and Merchant’s PACT will not receive any payments from the Company. Merchant’s PACT paid the Company approximately $86,000 in referral fees in fiscal 2025. Mr. Wimsett is also a director of Revenue Management Solutions, LLC, a non-financial institution entity that uses the Company’s enterprise payment solutions. Total fiscal 2025 cash receipts from this customer were less than $10,000.”
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Related Party Transactions“Former director Jacque R. Fiegel is Chairman of Central Oklahoma Area of Prosperity Bank, which is a customer of the Company. Total fiscal 2025 cash receipts from Prosperity Bank were $300,000, primarily for electronic payment solutions. The Audit Committee has reviewed the transactions with the bank and has concluded that they were on terms no less favorable to the Company than arrangements with other unaffiliated customers.”
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Related Party Transactions“The Audit Committee reviewed the relationships with each of Mr. Brown, Mr. Wimsett, Ms. LoCascio, with respect to the BankTennessee relationship with her spouse, and Ms. Nelson, with respect to the Equifax, Inc. relationship, and determined that they each did not qualify as a “Related Party Transaction” under the policy because, for Mr. Brown, he is solely a director of FirstBank Holding and the aggregate amount involved did not exceed the greater of $1,000,000 or two percent of FirstBank Holding’s total annual revenue, for Mr. Wimsett, total payments from Merchant’s PACT and from Revenue Management Solutions to the Company in fiscal 2025 did not exceed $100,000, for Ms. Locascio, total payments from BankTennesse to the Company in fiscal 2025 did not exceed $100,000, and because for Ms. Nelson, total payments from Equifax, Inc. to the Company in fiscal 2025 did not exceed $100,000. The Audit Committee reviewed the relationships with Ms. Miyashiro relating to DFCU, with Ms. LoCascio relating to First Horizon Bank, and with Ms. Nelson relating to Wolters Kluwer in accordance with the Company’s Related Party Transaction Policy and approved the related transactions. The Audit Committee also reviewed the relationship with Ms. Fiegel and determined that because Ms. Fiegel is an employee and not an executive officer of Prosperity Bank, and the total amounts paid to the Company do not exceed the greater of $1,000,000 or two percent of Prosperity Bank’s total annual revenue, this relationship falls under the standing pre-approval granted in the Related Party Transaction Policy.”
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Related Party Transactions“The Governance Committee also considered each of the transactions described in this section and concluded that Ms. Miyashiro, Mr. Brown, and Ms. LoCascio are independent directors despite the customer relationships. The Governance Committee also determined Mr. Wimsett is independent despite the relationship between the Company and Merchant’s PACT and despite the customer relationship with Revenue Management Solutions, and Ms. Nelson is independent despite the relationship between the Company and Equifax, Inc. and between the Company and Wolters Kluwer.”
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Related Party Transaction Policy“The policy also contains standing pre-approvals of certain transactions that are not believed to pose any material risk to the Company even if the aggregate amount exceeds $100,000 in a calendar year, including:”
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Related Party Transaction Policy“employment arrangements with executive officers, director compensation, transactions involving competitive bids, certain banking-related services, certain Company charitable contributions, transactions where all stockholders receive proportional benefits, certain regulated transactions, and satisfaction of indemnification obligations. Standing approval is also provided for transactions with another company where the related party’s only relationship is as an employee (other than an executive officer), director, or beneficial owner of less than 10% of that entity’s shares, if the aggregate amount does not exceed the greater of $1,000,000 or 2% of that entity’s annual revenues.”
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New wording of the review policy 3 paragraphs without an amount or a name
Related Party Transaction Policy“Prior to entering into any Related Party Transaction, the material facts must be presented to the Audit Committee for review and approval (or ratification at its next meeting if advance approval is not practicable). In determining whether to approve or ratify a transaction, the Audit Committee may consider all relevant facts and circumstances it deems appropriate, including whether the transaction is on terms no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the nature and extent of the Related Party's interest in the transaction.”
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Related Party Transactions“Each of the transactions described above was reviewed and approved by the Audit Committee, which concluded that the relationships were the product of arm's length negotiations and terms were no less favorable to the Company than arrangements with unaffiliated third parties.”
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Related Party Transactions“Several of our directors serve as executive officers or directors of other financial institutions or commercial entities with which the Company engages in routine, ordinary course business. Except as disclosed above, none of these routine customer or vendor relationships constituted a reportable related party transaction under Item 404(a) of Regulation S-K or our policy, as the relevant director did not have a direct or indirect material interest in the transaction.”
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The whole section
10 paragraphs quoted as filed
Related Party Transaction Policy“The Board has adopted a written policy administered by the Audit Committee. Under the policy, a “related party transaction” is any transaction, arrangement, or relationship (or series of similar transactions) in which the Company was, is, or will be a participant, the aggregate amount involved exceeds or is expected to exceed $100,000 in any calendar year, and in which any related party has or will have a direct or indirect interest (other than solely as a result of being a director or less than 10% beneficial owner of the other entity). Related parties include any executive officer, director, or nominee for director; any beneficial owner of more than 5% of the Company’s common stock; and any immediate family member of any such persons.”
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Related Party Transaction Policy“Prior to entering into any Related Party Transaction, the material facts must be presented to the Audit Committee for review and approval (or ratification at its next meeting if advance approval is not practicable). In determining whether to approve or ratify a transaction, the Audit Committee may consider all relevant facts and circumstances it deems appropriate, including whether the transaction is on terms no less favorable to the Company than terms generally available to an unaffiliated third party under the same or similar circumstances and the nature and extent of the Related Party's interest in the transaction.”
Read it in the proxy ↗
Related Party Transaction Policy“Interested directors must recuse themselves from discussion and voting on transactions in which they have an interest. Ongoing related party transactions are reviewed at least annually to affirm their continuing appropriateness To streamline administration, the policy authorizes the Chair of the Audit Committee to pre-approve transactions where the aggregate amount involved is expected to be less than $200,000, subject to reporting to the full Audit Committee at its next meeting. The policy also establishes standing pre-approvals for certain routine transactions that do not present material conflict risks, such as executive and director compensation, transactions where all stockholders receive proportional benefits, and routine ordinary-course commercial or banking services within established policy limits.”
Read it in the proxy ↗
Related Party Transactions“Only transactions meeting SEC disclosure criteria under Item 404(a) (exceeding $120,000) are listed below. In accordance with Item 404(a) of Regulation S-K, the Audit Committee reviewed and approved the following transactions occurring during fiscal 2026:”
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Related Party Transactions“Wolters Kluwer Financial & Corporate Compliance (Lisa M. Nelson): Director Lisa M. Nelson is Chief Executive Officer of Wolters Kluwer Financial & Corporate Compliance. The Company maintains a longstanding reseller relationship with Wolters Kluwer under which the Company sells certain Wolters Kluwer products to Company customers, billing customers and passing through license fees while retaining an established revenue share. During fiscal 2026, total amounts distributed by the Company to Wolters Kluwer under this reseller relationship were approximately $8.6 million. In addition, the Company paid less than $10,000 to Wolters Kluwer for enterprise software services and received less than $10,000 in vendor integration fees.”
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Related Party Transactions“First Technology Federal Credit Union (Shruti S. Miyashiro): Director Shruti S. Miyashiro is the President and Chief Executive Officer of First Technology Federal Credit Union ("FTFC"), and previously served as President and Chief Executive Officer of Digital Federal Credit Union (“DFCU”) prior to its merger with FTFC in January of 2026. FTFC and legacy DFCU have long used the Company's complementary solutions, relationships established prior to Ms. Miyashiro tenure as CEO and prior to the Company’s acquisition of Payrailz, LLC. During fiscal 2026, aggregate cash receipts from FTFC were approximately $2.5 million, (consisting of $2.1 million from Payrailz complementary solutions historically provided to DFCU and approximately $350,000 from FTFC's use of other complementary solutions).”
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Related Party Transactions“First Horizon Corporation (Tammy LoCascio): Director Tammy LoCascio is Senior Executive Vice President and Chief Operating Officer of First Horizon Corporation, holding company for First Horizon Bank. First Horizon Bank is a customer of the Company, generating approximately $1.1 million in cash receipts during fiscal 2026, primarily for payment processing solutions.”
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Related Party Transactions“Merchant’s PACT (Thomas A. Wimsett): Director Thomas A. Wimsett is Chairman, Managing Partner, and majority owner of Merchant’s PACT. Under a referral partner agreement, the Company refers financial institution customers to Merchant’s PACT for card consulting and merchant processing negotiations, receiving referral payments from Merchant’s PACT. During fiscal 2026, Merchant’s PACT paid the Company approximately $142,000 in referral fees.”
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Related Party Transactions“Each of the transactions described above was reviewed and approved by the Audit Committee, which concluded that the relationships were the product of arm's length negotiations and terms were no less favorable to the Company than arrangements with unaffiliated third parties.”
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Related Party Transactions“Several of our directors serve as executive officers or directors of other financial institutions or commercial entities with which the Company engages in routine, ordinary course business. Except as disclosed above, none of these routine customer or vendor relationships constituted a reportable related party transaction under Item 404(a) of Regulation S-K or our policy, as the relevant director did not have a direct or indirect material interest in the transaction.”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗